EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT, dated as of May 22, 2007, by and Green Screen
Interactive Software, LLC, formerly Green Screen, LLC, a Delaware
limited liability company with its offices at 575 Broadway - 6
th Floor, New York, NY 10012
("Employer"), and Evan Gsell, an individual having
an address do Peikoff Law Office, 145 Avenue of the Americas, Suite
6A, New York, NY 10013 ("Executive").
In consideration of the premises and the mutual
promises and covenants herein contained and for other good and
valuable consideration, the parties agree as follows:
1. Term of Employment. Executive's employment under this Employment
Agreement commenced on May 22, 2007 (the "Commencement
Date") and will expire on May 21, 2009 (the
"Employment Term").
(a) Executive shall serve as the Chief Operating
Officer and General Counsel of Employer. Employer and Executive
acknowledge and agree that they shall, from time to time, evaluate
Executive's duties and responsibilities to determine whether
Executive should relinquish one of the two foregoing titles and
corresponding responsibilities. In the event after such review,
Employer and Executive determine that Executive should relinquish
one title and corresponding responsibilities (subject to the mutual
agreement of Executive and Employer), this Employment Agreement
shall be deemed amended solely to remove one of Executive's titles
and corresponding responsibilities.
(b) Executive shall have such management and
oversight responsibilities and authority as are necessary to
efficiently administer the general operating and legal affairs of
the Employer and such other further reasonably related duties,
powers and prerogatives as Employer management may delegate to
Executive from time to time. Executive shall report to both the
Chairman of the Board of Managers of the Employer (the
"Board"), currently Ryan Brant, and the President
of Employer, currently Mark Seremet.
(c) During the Employment Term, Executive shall
devote substantially all of his business time and efforts to the
performance of his duties hereunder.
3. Base Salary. During the Employment Term, Employer shall pay
Executive a base salary at the annual rate of not less than
$225,000 (the "Base Salary"). The Base Salary
shall be payable in each case in accordance with the usual payroll
practices of Employer and shall be subject to review for increase
from time to time (but by no later than May 22, 2008) by
Employer.
(a) Bonus. In addition to his Base Salary, Executive shall
receive a signing payment of $25,000 upon his signing of this
Employment Agreement and an additional $25,000 payment on May 22,
2008. In addition, Executive shall receive a bonus of at least
$40,000 for each 12 month period during the Employment Term (such
amount to be reevaluated no later than May 22, 2008), paid $10,000
per quarter (paid on August 21, November 21, February 21 and May
21) based on milestones to be agreed upon by Executive and
Employer's President.
(b) Equity. Executive is granted by Employer, (i) as of the
date of this Employment Agreement, 10,200 Incentive Units, as
described in the Limited Liability Operating Agreement of the
Employer dated April 1, 2007, as may be amended from time to time
(the "LLC Agreement") and (ii) 2,000 Incentive
Units granted to Executive during May of 2007 pursuant to
Employer's Equity Incentive Program of 2007.
5. Employee Benefits and Vacation.
(a) During the Employment Term, Executive shall be
entitled to participate in all pension, retirement, savings,
welfare and other employee benefit plans and arrangements and
fringe benefits and perquisites generally maintained by Employer
from time to time for the benefit of Employer employees, including
without limitation, to the senior executives of
Employer.
(b) During the Employment Term, Executive shall be
entitled to vacation each year in accordance with Employer's
policies as may be in effect from time to time, but in no event
less than four (4) weeks paid vacation per calendar year. Executive
shall also be entitled to such periods of sick leave as is
customarily provided by Employer for its senior executive
employees, as well as Employer holidays.
6. Business Expenses. Employer shall pay for or reimburse Executive
for the travel, entertainment and other business expenses incurred
by Executive in the performance of his duties hereunder, in
accordance with Employer's policies as may be in effect from time
to time. The Executive will not incur any unusual or major
expenditures without the Employer's prior written approval,
including incurring any travel expenses (including the cost of
transportation, meals, and lodging) in excess of $4,000 in the
aggregate for any one trip. All travel and lodging arrangements
shall be made in accordance with Employer's regular
policies.
7. Termination. (a) Employer and Executive may terminate
Executive's employment at any time for any reason or no reason. If
the Executive's employment is terminated by Executive for Good
Reason (as defined below) or by Employer for any reason other than
Cause (as defined below), the Executive will continue to receive
his Base Salary and unpaid portion of the Bonuses and full benefits
for the duration of the Employment Term with no obligation of
mitigation or offset. Vesting of equity in Employer shall be as
described in the LLC Agreement.
(b) Termination for Good Reason.
A Termination for Good Reason means
a termination of the Employment Term by Executive by written notice
given within ninety (90) days after the occurrence of the Good
Reason event. For purposes of this Employment Agreement,
"Good Reason" shall mean the occurrence or failure
to cause the occurrence, as the case may be, without Executive's
express written consent, of any of the following circumstances,
unless such circumstances are fully corrected prior to the date of
termination specified in the Notice of Termination for Good Reason
(as defined in Section 7(c) hereof):
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Any change of
Executive from his position as Chief Operating Office and General
Counsel or any material diminution of Executive's duties or
responsibilities hereunder (except in each case in connection with
the termination of Executive's employment for Cause, or as a result
of Executive's death, or as a result of Executive's long term
illness or other absence, or in connection with the election of
Executive's title as set forth in Section 2(a) above) or, the
assignment to Executive of duties or responsibilities that are
inconsistent with Executive's position, or in the event Executive
reports to someone other than the Employer's Chairman or
President;
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If the
Executive is required to regularly render services required
pursuant to this Employment Agreement at a location which is
outside of the Borough of Manhattan, New York;
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Any breach by
Employer of any material provision of this Employment Agreement;
or
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Failure of any
successor to Employer to assume in a writing delivered to Executive
upon the assignee becoming such, the obligations of Employer
hereunder.
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(c) Notice of Termination for Good
Reason. A Notice of
Termination for Good Reason shall mean a notice that shall indicate
the specific termination provision in Section 7(b) relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for Termination for Good Reason. The
failure by Executive to set forth in the Notice of Termination for
Good Reason any facts or circumstances which contribute to the
showing of Good Reason shall not waive any right of Executive
hereunder or preclude Executive from asserting such fact or
circumstance in enforcing his rights hereunder. The Notice of
Termination for Good Reason shall provide for a date of termination
not less than ten (10) nor more than sixty (60) days after the date
such Notice of Termination for Good Reason is given.
(d) Cause. Subject to the notification provisions of
Section 7(e) below, Executive's employment (including the
Employment Term) hereunder may be terminated by Employer for Cause.
For purposes of this Employment Agreement, the term
"Cause" shall be limited to:
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the refusal of
Executive to follow the prope
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